General Conditions of Business for IT Services

Only in this case shall the Partner have rights of its own.
DACHSER, however, assigns any rights of its own to the
Partner.
Clause 5 Confidentiality
1. The parties shall treat the information and
knowledge, to which they are given access by the
respective other party under this Agreement and
which they obtain in the course of the EDI
processing, as confidential and shall not exploit or
use such information or knowledge or make such
information or knowledge available to third parties
without the written consent of the other party, even
after the EDI processing has ended.
2. The obligation to treat such information and
knowledge as confidential shall not apply to
information which the receiving party already knew
before the Agreement was concluded or for
information which at that time was already in the
public domain and the receiving party proves this.
Clause 6 Rights to the Software
No rights, in particular but without limitation no copyrights,
rights to inventions and technical intellectual property
rights shall pass to the Partner through the connection to
DACHSER's EDI network. DACHSER shall continue to be
exclusively entitled to all rights in the work results, also to
consulting results, as against the Partner, even to the
extent that work results were created through the
instructions or co-work of the Partner or the Partner's
employees.
Clause 7 Additional Provisions for the use of eLlogistics
application „Download“ from www.dachser.com
1. Both Parties shall see to it that measures are taken
within their area of responsibility which ensure that
the electronically exchanged data is proper and
which in particular shows cases of data loss or other
manipulations. In case of dysfunction parties are to
inform one another immediately and shall initiate respective
and necessary measures to eliminate the
dysfunction. Partner agrees not to question authenticity
of the electronic documents and electronic certificates
in court or outside court proceedings.
2. In case of use of eLogistics application “Download”
regarding electronically transmitted attachments to
invoice summaries the following principles shall apply:
partner shall receive with a respective imprinted
notice the respective original of the invoice summary
generally without attachments in hard copy. In this
case, Partner shall be obligated to download the respective
attachments to the summary invoices sent
from the eLogistics application “Download” as soon
as possible. Furthermore, he shall be obligated to
preserve the data in accordance to the legal requirements
in an approved format. DACHSER shall
make the respective data as a download available
for a period of 3 years from the respective invoicing
date.
Alternatively DACHSER will make available the respective
data via EDI-transfer. In this case the Partner
also has to meet the above mentioned demands.
Clause 8 Miscellaneous
1. If these Conditions contain a gap or a provision is or
becomes invalid, whether in whole or in part, the
remainder of these Conditions shall continue to be
valid.
In the event that the invalidity is not due to a breach
of Paragraphs 305 et. seq. of the German Civil Code
(BGB) a provision shall be deemed to have been
agreed which comes closest to the commercial
purpose of the absent or invalid provision originally
intended by the contract parties and such provision
shall apply in lieu of the absent or invalid provision.
2. The contractual relationship between the contract
parties shall be governed by the laws of the Federal
Republic of Germany.
If there is no written agreement between the Partner
and DACHSER, only these IT General Conditions
shall apply to DACHSER's provision of IT services.
If there is a written agreement between the Partner
and DACHSER, these IT General Conditions shall
constitute an integral part of the agreement to the
extent there is no conflict to any individual
agreement in writing which may exist regarding the
provision of IT services.
3. The place of performance and exclusive place of
jurisdiction for any and all disputes which arise either
directly or indirectly out of the contractual
relationship shall be Kempten.
IT General Conditions of DACHSER GmbH & Co. KG
Version II